Utah § 10b-305 - Right of action.

Full text of Utah Utah Code § 10b-305 — Right of action., with citation guidance and answers to common questions.

§ 10b-305. Right of action.

Effective 5/13/2014
16-10b-305.  Right of action.
(1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(a) failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(b) violation of an obligation, duty, or standard of conduct under this chapter.
(2) A benefit corporation may not be liable for monetary damages under this chapter for a failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(3)
(a) A benefit enforcement proceeding may be commenced or maintained only:
(i) directly by the benefit corporation; or
(ii) derivatively by:
(A) a person or group of persons that owns beneficially or of record at least 2% of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(B) a director;
(C) a person or group of persons that own beneficially or of record 5% or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(D) other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(b) A benefit corporation may provide in its articles of incorporation a greater degree of ownership by a person or group of persons than those listed under Subsection (3)(a) to bring a derivative action.
(4) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.


Enacted by Chapter 394, 2014 General Session

Source: official Utah text · Last verified 2026-08-27

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Frequently Asked Questions About Utah § 10b-305

What does Utah Code § 10b-305 cover?

Section 10b-305 ("Right of action.") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Utah § 10b-305?

A common citation format is "Utah Code § 10b-305" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Utah law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.

How does Utah § 10b-305 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Utah.